## Facts

- Betty Callicotte-Meier was admitted in July 2004 to Commonwealth Care Center (CCC), a nursing home owned by Inova Health Systems Services, Inc. (Inova).
- Susan Bainbridge held a general power of attorney for Callicotte-Meier and acted as her agent during the admission process.
- As part of admission, Bainbridge signed CCC’s Admissions Agreement in a fully disclosed representative capacity.
- Bainbridge signed on the signature line labeled “responsible party.”
- In the body of the Admissions Agreement, Callicotte-Meier was identified as both the “resident” and the “responsible party.”
- The Admissions Agreement stated that the responsible party was responsible for paying Inova and for cooperating with Inova to obtain Medicaid coverage for the resident.
- Bainbridge did not sign any separate collateral agreement or guaranty accepting personal responsibility for Callicotte-Meier’s charges.
- Callicotte-Meier did not obtain Medicaid coverage until November 2004, several months after admission, and approximately $23,000 in charges accrued during the pre-Medicaid period.
- While acting as agent, Bainbridge controlled Callicotte-Meier’s assets; between July and November 2004, Bainbridge made one $1,000 payment to Inova from Callicotte-Meier’s funds and did not take steps to help obtain Medicaid coverage.
- In December 2004, Callicotte-Meier revoked the power of attorney due to concerns that Bainbridge was misappropriating her assets.
- After Callicotte-Meier died, Inova sought payment from her estate, but the estate was insolvent.
- Inova sued Bainbridge for the unpaid $23,000, asserting that Bainbridge incurred an independent contractual duty by signing the Admissions Agreement as “responsible party,” and also pointing to alleged misappropriation as a cause of the estate’s inability to pay.
- Bainbridge denied personal responsibility for Callicotte-Meier’s debt to Inova.

## Issues

1. Whether a disclosed agent who signs a nursing-home Admissions Agreement on a “responsible party” signature line becomes personally liable for the resident’s charges.
2. Whether the Admissions Agreement created an independent contractual obligation for the agent to use the resident’s assets to pay the facility and to assist in obtaining Medicaid coverage.
3. Whether allegations that the agent misused the resident’s assets permitted the facility to recover the resident’s unpaid balance from the agent in this contract-based suit.

## Decision

- The court ruled for Bainbridge and declined to impose personal liability for Callicotte-Meier’s unpaid nursing-home charges.
- The court found that Bainbridge signed the Admissions Agreement as a disclosed agent and did not assume personal responsibility through an express guaranty or other clear language binding her individually.
- The court treated the “responsible party” payment and Medicaid-cooperation obligations as obligations attributed to the resident under the contract’s text, rather than as a personal promise by the agent.
- The court did not allow Inova to recover the resident’s debt from Bainbridge based on allegations about misuse of assets, absent a separate basis that would make Bainbridge personally liable to Inova for the contract debt.

## Legal Principles

- A person who signs a contract as an agent for a fully disclosed principal is generally not personally bound unless the contract clearly shows an intent to bind the agent individually.
- Contract interpretation considers the agreement as a whole; a signature-line label such as “responsible party” does not, by itself, create personal liability when the contract text identifies the principal as the responsible party.
- Personal liability for another’s debt ordinarily requires an express assumption of liability (such as a guaranty) or unambiguous contract language imposing individual responsibility.
- Allegations that an agent mishandled or misappropriated a principal’s assets may support claims by or on behalf of the principal or the estate, but such allegations do not automatically convert the agent into a debtor to a third-party creditor on the principal’s contract.

## Conclusion

Inova Health Systems Services, Inc. v. Bainbridge holds that an attorney-in-fact who signs a nursing-home admissions agreement in a disclosed representative capacity—even on a line marked “responsible party”—does not become personally liable for the resident’s unpaid charges when the agreement identifies the resident as the responsible party and the agent signs no separate guaranty or other language clearly accepting individual liability; allegations of asset misuse did not supply a contract basis to collect the resident’s debt from the agent.


Inova Health Systems Services, Inc. v. Bainbridge, 81 Va. Cir. 39 (2010)